DEF 14A of LiveOne, Inc., Jul 26, 2024

DEF 14A of LiveOne, Inc.

Filed Jul 26, 2024 · FY20240001013762-24-001603

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS

  2. Director Nominees

    Director Nominees Our board of directors is soliciting approval of the following director nominees: • Robert S. Ellin • Jay Krigsman • Craig Foster • Ramin Arani • Patrick Wachsberger • Kenneth Solomon • Bridget Baker • Kristopher Wright As we elect all members of our board of directors annually, the eight nominees will serve for a one-year term expiring on the date of our 2025 Annual Meeting of Stockholders or until their successors are elected or their earlier resignation or removal. All of the director nominees are current members of the board of directors and are standing for re-election. Each of the director nominees has indicated a willingness to serve, or continue to serve, as a director if elected. If any director nominee becomes unable to serve, the board of directors may designate a substitute nominee, in which case the designated proxy holders, Mr. Ellin and Mr. Sullivan, will vote for such substitute nominee.

  3. General Information About the Board of Directors

    General Information About the Board of Directors Our Bylaws provide that our business and affairs will be managed by, or under the direction of, our board of directors. Set forth below is biographical information for the director nominees as of the date of this Proxy Statement, and the qualifications that led our board of directors to conclude that each should serve as a director. Robert S. Ellin, Age: 59 • Professional Background: Mr. Ellin has served as our Chairman (or Executive Chairman prior to September 1, 2017) of our board of directors since September 2011 and as our Chief Executive Officer (or President prior to September 1, 2017) since September 2011. On September 2, 2017, our board of directors changed Mr. Ellin’s title from President to Chief Executive Officer. Mr. Ellin formerly served as our Chief Executive Officer from September 9, 2011 to April 30, 2014 and as our Chief Financial Officer from April 26, 2012 until September 30, 2013. Mr. Ellin has also served as the Executive Chairman of PodcastOne, Inc.’s, our majority owned subsidiary and a Nasdaq listed company (“PodcastOne”), board of directors since December 14, 2022 and as a director of PodcastOne since July 1, 2020. Mr. Ellin has more than 20 years of investment and turnaround experience. He is Managing Director and Portfolio Manager of Trinad Capital Master Fund Ltd. (“Trinad Capital”). Trinad Capital is our principal stockholder and a hedge fund dedicated to investing in micro-cap public companies. Mr. Ellin was a founder and served as a member of the board of directors from February 2005 to September 2013, and as Executive Chairman of the board of directors, of Mandalay Digital Group, Inc. (MNDL) from December 2011 to April 2013. He has also served on the Board of Governors at Cedars-Sinai Hospital in Los Angeles, California since March 2007. Prior to joining Trinad Capital, Mr. Ellin was the founder and President of Atlantis Equities, Inc. (“Atlantis”), a private investment company. Founded in 1990, Atlantis actively managed an investment portfolio of small capitalization public companies as well as select private company investments. Mr. Ellin played an active role in Atlantis investee companies including board representation, management selection, corporate finance and other advisory services. Through Atlantis and related companies, he spearheaded investments into THQ, Inc., Grand Toys, Forward Industries, Inc. (FORD), Majesco Entertainment (COOL) and iWon.com. Mr. Ellin also completed a leveraged buyout of S&S Industries, Inc. where he served as President from 1996 to 1998. S&S Industries was one of the largest manufacturers in the world of underwires which had strong partnerships with leading companies including Bally’s, Maidenform, and Sara Lee. Prior to founding Atlantis Equities, Mr. Ellin worked in Institutional Sales at LF Rothschild and was Manager of Retail Operations at Lombard Securities. Mr. Ellin received his BBA degree from Pace University. • Board Membership Qualifications: Our board of directors has concluded that Mr. Ellin is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, him being the Managing Director and Portfolio Manager of Trinad Capital, our controlling stockholder, and his extensive business, investment, finance and public company experience, particularly in investing in micro-cap public companies. Jay Krigsman, Age: 59 • Professional Background: Mr. Krigsman has served as a director of our Company since April 26, 2012. Mr. Krigsman has been the Executive Vice President and Asset Manager of The Krausz Companies since 1992, where he assists in property acquisitions, oversees the company’s property management team and is responsible for developing and implementing strategic leasing programs. Prior to joining The Krausz Companies, Mr. Krigsman had the senior leasing responsibilities for Birtcher Development Co. Mr. Krigsman holds a Certified Commercial Investment Member designation from the CCIM Institute, a Sr. Certified Leasing Specialist designation from the International Council of Shopping Centers and holds a California Real Estate Broker’s License. Mr. Krigsman currently serves on the board of directors of Trinad Capital, our principal stockholder. Mr. Krigsman received a BA in Business Administration from the University of Maryland. • Board Membership Qualifications: Our board of directors has concluded that Mr. Krigsman is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his professional background and experience in acquisitions and management and him being the Executive Vice President and Asset Manager of The Krausz Companies for over 20 years. Craig Foster, Age: 53 • Professional Background: Mr. Foster has served as a director of our Company since July 7, 2017. Mr. Foster has 25 years of management experience in finance, operations and capital markets, having served as CFO of several public and private technology companies. Since 2021, Mr. Foster has been serving as the CFO of PicsArt Inc., a consumer software company. Prior to PicsArt he was CFO of Inseego Corp. (INSG), a cloud services company, from 2020 to 2021, Bright Machines, Inc., a robotics automation company, from 2018 to 2020, Financial Engines, Inc., a financial software company, from 2017 to 2018, Amobee, Inc., a digital advertising platform, from 2015 to 2017 and Ubiquiti Networks (UI), a publicly traded communications company, from 2013 to 2015. Prior to his executive roles he worked in the software investment banking groups of Credit Suisse, UBS and RBC Capital Markets. Mr. Foster has also held various management positions at LoudCloud, a software and services platform, PricewaterhouseCoopers, a public accounting firm and Deloitte, a public accounting firm. Mr. Foster holds an M.B.A. in Finance from the Wharton School of Business and a B.A. in Economics from the University of California, San Diego. • Board Membership Qualifications: Our board of directors has concluded that Mr. Foster is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his experience in technology and software for over 10 years. Ramin Arani, Age: 54

  4. General Information About the Board of Directors

    • Professional Background: Mr. Arani has been serving as a member of our board of directors since January 14, 2019. Mr. Arani currently serves as an advisor to LionTree, LLC, a global investment banking firm headquartered in New York City, a role he has held since April 2023, and as a partner at &vest Capital since February 2022. Mr. Arani also currently serves on the boards of directors of Brunello Cucinelli SpA, an Italy-based company engaged in the fashion industry which is listed on the Milan Stock Exchange, and FAST Acquisition Corp II, a NYSE listed special purpose acquisition company. Most recently Mr. Arani served as the Chief Financial Officer of Vice Media Group from November 2019 until December 2021. Prior to that Mr. Arani was a Portfolio Manager at Fidelity Management & Research Company (“FMR Co”), the investment adviser for Fidelity’s family of mutual funds, until his retirement at the end of 2018. Most recently Ramin was Fund Manager of the Fidelity Puritan Fund from February 2008 through September 2018 where the fund achieved top 5% performance relative to Lipper and Morningstar Balanced Fund Peers over all key performance time periods. The Fund was a 5 star rated & Silver designated Fund according to Morningstar, under his management. FMR Co is a wholly owned subsidiary of FMR LLC, which is a greater than 5% stockholder of our Company and acquired its position as part of our public offering completed in December 2017. Fidelity Investments is a leading provider of investment management, retirement planning, portfolio guidance, brokerage, benefits outsourcing, and other financial products and services to more than 20 million individuals, institutions and financial intermediaries. Prior to the Puritan Fund, Mr. Arani managed the Fidelity Trend Fund for 7 years, the Health Care Sector Fund in the late 90’s and the Retail Select Fund in the mid-late ‘90’s. As a Fidelity research analyst from 1992-2000 Mr. Arani covered the Aerospace & Defense, REIT, Retail, and Pharmaceutical industries. As an investor in private companies for the past 13 years, Ramin has served on several company boards of directors, such as Legendary Pictures, Vice, Moda Operandi, Rent the Runway, Goop, and Emotion Network. Mr. Arani has also personally been a founding partner and/or board member of Rumble Boxing, ED by Ellen Degeneres and Girlgaze. Among his philanthropic efforts, Mr. Arani has served on the boards of directors of The College Foundation of the University of Virginia, The Nichols School, the Institute for Global Leadership at Tufts University, Opportunity Network, Devereux Cleo Wallace and national dog rescue Danny & Ron’s Rescue. Mr. Arani earned his Bachelor of Arts degree in international relations from Tufts University. He also received the 1994, 1996 and 1998 Institutional Investor “Best of the Buyside” awards for his research work. • Board Membership Qualifications: Our board of directors has concluded that Mr. Arani is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his experience in the investment industry for over 25 years, including deep understanding of the capital markets. Patrick Wachsberger, Age: 72 • Professional Background: Mr. Wachsberger has been serving as a member of our board of directors since January 25, 2019. Mr. Wachsberger currently serves as the founder and manager of Picture Perfect Entertainment LLC, a film and television production and distribution studio he founded in 2018. Prior to that, Mr. Wachsberger was serving as Co-Chairman of Lionsgate Films (Lionsgate Motion Picture Group), an American film production and film distribution studio (“Lionsgate”), joining in January 2012 when Lionsgate acquired Summit Entertainment, which he helped launch in 1993. Mr. Wachsberger has risen to become one of the leading international film executives in the world during his 30-year motion picture industry career. As Co-Chairman at Lionsgate, Mr. Wachsberger oversaw all aspects of Lionsgate’s feature film acquisition, production and distribution and was responsible for leading its motion picture business around the world. During his tenure, Lionsgate’s feature film slate generated nearly $10 billion at the global box office over the past five years, led by the critically-acclaimed breakout sensation Wonder, the global box office phenomenon La Land, winner of six Academy Awards®, double Oscar® winner Hacksaw Ridge, and the blockbuster Hunger Games, John Wick, and Now You See Me franchises. Other recent hits include The Hitman’s Bodyguard, The Big Sick (in partnership with Amazon Studios) and The Shack. Under Mr. Wachsberger’s leadership, Lionsgate built a global distribution infrastructure encompassing nearly 20 output deals in major territories, including the successful 50/50 joint venture of International Distribution Company in Latin America and Lionsgate’s successful self-distribution operations in the U.K. Lionsgate, while also continuing to grow its film business in China and India. Mr. Wachsberger was awarded in 2017 the prestigious honor of Chevalier des Arts et des Lettres (Knight in the Order of Arts and Letters), received CineEurope’s International Distributor of the Year award in 2018 and was named as a “Game Changer” at the 2016 Zurich Film Festival. • Board Membership Qualifications: Our board of directors has concluded that Mr. Wachsberger is well-qualified to serve on the board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his extensive experience and leadership in the media and entertainment industry, including with respect to the acquisition, production, growth and distribution of various entertainment assets. Kenneth Solomon, Age: 61

  5. General Information About the Board of Directors

    • Professional Background: Mr. Solomon has been serving as a member of our board of directors since May 24, 2019. Mr. Solomon currently serves as the Chairman of the Board and Chief Executive Officer of The Tennis Channel, Inc., which operates a professional sports and tennis lifestyle-based television channel. Mr. Solomon is also a Partner of Arcadia Investment Partners, a private investment firm, serves as the Chairman of Ovation TV, Inc., and since 2008 has been serving as a director of World Golf Tour, Inc. Previously Mr. Solomon served as Founding President of Fine Living Network, LLC (also known as Fine Living TV Network) (formerly Fine Living Cable Network). He led the network from concept through launch in just over three years and ultimately to 25,000,000 subscribers and agreements with distributors representing 73% of the cable and satellite universe. Prior to launching Fine Living, he served as founding president of iBlast. Mr. Solomon was responsible for building the nation’s largest and farthest-reaching digital distribution network, with 18 major broadcast groups comprising 246 individual television stations, covering 93% of U.S. television households. He served as President of Universal Studios Television (also Studios USA Television) where he oversaw worldwide program and asset development and distribution activities for primetime network, cable, syndication, and made-for-television movies. Mr. Solomon also served as Co-head of DreamWorks Television, where he worked with the new studio’s legendary founders to help create and develop its worldwide television operations. He also has held senior positions at News Corp., including Executive Vice President of network distribution of Fox Broadcasting through its transitional ascending period where he was responsible for all network affiliate relations, as well as leading the network’s successful conversion of dozens of CBS, ABC and NBC affiliates to Fox, and launching the NFL and NHL franchises. He also served as Executive Vice President and General Sales Manager of Twentieth Century Fox Domestic Television. Mr. Solomon was integrally involved in the formative development, sale and launch of FX cable network, News Corp.’s first venture into basic cable. He held key leadership positions at a number of preeminent media and television companies. Mr. Solomon has more than 20 years of experience in cable, new media, TV production, distribution, and advertising through top posts at Universal Television, DreamWorks, News Corp. and Scripps. Mr. Solomon captured the Emmy award for best drama with “Law & Order” and pioneered the licensing of an original series across multiple network platforms with “Law & Order: Special Victims Unit” to NBC and USA Network. Mr. Solomon received his Bachelor of Arts degree in Sociology from UCLA. Mr. Solomon has been honored as “Humanitarian of the Year” by H.E.L.P. Group. • Board Membership Qualifications: Our board of directors has concluded that Mr. Solomon is well-qualified to serve on the board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his extensive experience and leadership in the media and entertainment industry, including entertainment asset development and distribution. Bridget Baker, Age: 62 • Professional Background: Ms. Baker has been serving as a member of our board of directors since October 20, 2019. As Chief Executive Officer of Baker Media Inc., Ms. Baker advises and represents major media and technology companies. Prior to establishing Baker Media in 2013, Ms. Baker had a distinguished 22-year career at NBCUniversal as a cofounder of CNBC and ultimately, from 2006 to 2013, the company’s first President of TV Networks Distribution, overseeing its $5 billion content distribution business. In this role, she was a member of the company’s Management Committee, the top 1% senior executives, and at the forefront of a wide range of strategic initiatives, from expanding coverage of the Olympic Games to creating Hulu. She was a key player in over $50 billion of corporate mergers and acquisitions, including Universal Studios, Bravo and Telemundo. She established the first ever women’s affinity group at NBCUniversal, the award-winning Women’s Network, and served as chair from 2005-2009. Additionally, she served on the boards of the Sundance Channel, the NBC Peacock Foundation and Women in Cable & Telecommunications. From 2013 to 2018, Ms. Baker served as a member of the board of directors of General Communication, Inc., the largest Alaska-based communications provider offering a full range of wireless, data, video, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions. Ms. Baker received her Bachelor of Arts degree in Political Studies from Pitzer College where she is an 18-year Trustee and was honored in 2010 as a Distinguished Alumni. • Board Membership Qualifications: Our board of directors has concluded that Ms. Baker is well-qualified to serve on the board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, her extensive experience and leadership in the media, tech and entertainment industry, including content distribution and strategy, as well bringing diversity in viewpoints, experiences, backgrounds, skills and other qualities and attributes to the board of directors. Kristopher Wright, Age: 49 • Professional Background: Mr. Wright has been serving as a member of our board of directors since May 21, 2021. Mr. Wright is a senior leader in the Consumer Products Industry with more than 20 years of innovative, growth oriented, results-driven leadership experience. Mr. Wright has spent the past 10 years at Nike and is currently Vice President of Nike Global Men’s Footwear Lifestyle Product. Prior to joining Nike, Mr. Wright held senior management roles at Converse, Jordan, and Reebok. In October 2020, Mr. Wright was recognized by Business Insider as one of 28 Outstanding People of Color in the Sneaker Industry. Prior to joining Nike, Mr. Wright founded the luxury lifestyle footwear brand Jhung Yuro, where as Chief Executive Officer, he led the company’s Far East factory/supplier sourcing and negotiations, developed marketing initiatives, established distribution and merchandising strategies for a wide variety of retail partners. In 2008 Headgear purchased a 50% stake in Jhung Yuro to launch a joint venture partnership which provided infrastructure and resources to grow the brand. Additionally, Mr. Wright is an appointed member of the Executive Leadership Council, a national organization of Black CEOs and senior executives in Fortune 1000 and Global 500 companies. Mr. Wright also serves on the Advisory Board of Directors for the Southwestern Athletic Conference (SWAC). Mr. Wright earned his Bachelor of Arts degree in marketing and business administration from Clark Atlanta University. • Board Membership Qualifications: Our board of directors has concluded that Mr. Wright is well-qualified to serve on the board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his extensive experience and leadership in the marketing industry, including brand awareness and distribution strategies, as well bringing diversity in viewpoints, experiences, backgrounds, skills and other qualities and attributes to the board of directors.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Only our independent board members receive compensation for their services as a director. Current director compensation consists of an annual grant of between $90,000 and $130,000 worth of restricted stock units (or pro-rata for service less than one year) to each director, consisting of an annual grant of $90,000 worth of restricted stock units to each independent board member and (i) $10,000 worth of restricted stock units to each member of our Audit Committee and an additional $15,000 worth of restricted stock units to the chairman of our Audit Committee, and (ii) $5,000 worth of restricted stock units to each member of our Compensation Committee and an additional $10,000 worth of restricted stock units to the chairman of our Compensation Committee, with the number of restricted stock units calculated based on the fair market value of our stock on the date of the grant approval date. Members of our Nominating Committee do not receive any additional compensation for their service on such committee. On September 29, 2022, our Compensation Committee awarded director compensation for the period from October 1, 2021 through September 30, 2022 and from October 1, 2022 through September 30, 2023, which vested on October 31, 2023, provided that such director continued to serve as our director and if applicable, a member of the respective committee, on the vesting date. As of March 31, 2024, our Compensation Committee had not yet determined or awarded director compensation for the period from October 1, 2023 through September 30, 2024 or for any future period. At the direction of the Compensation Committee of our board of directors, we intend to undertake a process to formerly review, on a periodic basis, our board of directors’ compensation, including but not limited to pay for (x) each of our non-employee directors in cash, (y) each member of the Audit Committee, Compensation Committee and Nominating Committee additional annual cash amounts, and (z) the Chairpersons of the Audit Committee, Compensation Committee and Nominating Committee additional cash amounts. We anticipate retaining an expert compensation consulting firm to benchmark director compensation and provide recommendations around near and long-term compensation for our board. We expect to conclude this board of director compensation review during our 2025 fiscal year. Currently, no additional per-meeting fees apply under the plan. Subject to such compensation review, we may also grant to each non-employee director restricted stock units, shares of our common stock and/or stock options to purchase shares of our common stock (A) upon such non-employee director’s appointment to the board of directors (prorated for the period from the director’s appointment through the anticipated date of our next annual meeting of stockholders), and (B) on an annual basis thereafter. We may also grant additional discretionary stock-based awards to our non-employee directors, and subject to our director compensation review and board’s approval, these directors may have the option of electing to receive their cash fees in the form of shares of our common stock. Only non-employee directors are currently eligible to receive compensation for their services as a director. Accordingly, Mr. Ellin, our Chief Executive Officer and Chairman did not and will not receive any separate director compensation during the 2024 fiscal year.

  7. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows compensation paid to the members of our board of directors for the fiscal year ended March 31, 2024.

  8. 2024 Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Option awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Jay Krigsman | — | —(2) | — | — | — | — | — | | Craig Foster | — | —(2) | — | — | — | — | — | | Robert Ellin | — | —(3) | — | — | — | — | — | | Ramin Arani | — | —(2) | — | — | — | — | — | | Patrick Wachsberger | — | —(2) | — | — | — | — | — | | Kenneth Solomon | — | —(2) | — | — | — | — | — | | Bridget Baker | — | —(2) | — | — | — | — | — | | Kristopher Wright | — | —(2) | — | — | — | — | — |

  9. 2024 Director Compensation Table

    (1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the amounts are discussed in Note 2 — Summary of Significant Accounting Policies — “Stock-Based Compensation” of our financial statements for the year ended March 31, 2024 included elsewhere in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. (2) Our board of directors has not yet awarded director compensation for the period from October 1, 2023 through September 30, 2024 and did not make any equity grants to our independent directors during our fiscal year ended March 31, 2024, but anticipates awarding restricted stock units as compensation to our independent board members for such period during our fiscal year ending March 31, 2025, which shall vest as of such vesting date as determined by the our board of directors (anticipated to be October 31, 2024), provided that such director continues to serve as our director and if applicable, a member of the respective committee, on such vesting date. Accordingly, as of the date of this Proxy Statement none of our independent board members have received any director compensation during our fiscal year ended March 31, 2024 for their services on our board of directors, and the 2024 Director Compensation Table above reflects that no equity grants were made or any other compensation paid to our independent directors during the fiscal year ended March 31, 2021. On September 29, 2022, our board of directors approved a plan to compensate our non-employee directors with restricted stock units in lieu of cash director fees for the period from October 1, 2021 through September 30, 2022 and from October 1, 2022 through September 30, 2023, based upon a price of $2.10 per restricted stock unit, which grants were awarded on October 5, 2022. Accordingly, Messrs. Krigsman, Foster, Arani, Wachsberger, Solomon and Wright, and Ms. Baker received on such date their grants of our restricted stock units with the following grant date fair value attributable to a portion of our fiscal year ended March 31, 2023: $96,515.15, $105,707.25, $91,919.10, $87,323.05, $91,919.10, $82,727.00 and $87,323.05, respectively. (3) Employee directors do not receive any additional compensation for their services on our board of directors.

  10. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth, for the fiscal years ended March 31, 2024 and 2023, compensation awarded or paid to our Named Executive Officers.

  11. 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year ended March 31 | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1) | Total ($) | | Robert Ellin, | 2024 | 500,000 | — | — | — | — | — | 47,032(4) | 547,032 | | CEO & Chairman | 2023 | 500,000(2) | — | — | — | — | — | 52,360(4) | 552,360 | | Aaron Sullivan, | 2024 | 262,500 | — | 530,250 | — | — | — | 16,487(6) | 809,237 | | CFO, SVP, | 2023 | 200,000 | 30,000 | 33,838 | — | — | — | 21,816(6) | 285,654 | | Treasurer & Secretary(5) | | | | | | | | | |

  12. 2024 Summary Compensation Table

    ____________ (1) Unless otherwise indicated, the amount of perquisites and other personal benefits has been excluded as the total value of perquisites and other personal benefits for each Named Executive Officer per year was less than $10,000. (2) During the 2023 and 2022 fiscal years, as a result of Mr. Ellin’s desire to demonstrate confidence in our Company and to assist our near term objectives in light of the ongoing COVID-19 epidemic and other costs realignment and reductions, Mr. Ellin agreed to accept payment of his monthly base salary for the period of January 1, 2022 through December 31, 2022 in shares of our common stock. Accordingly, the amount shown the “Salary” column for the 2023 fiscal year includes the amount of $369,770 as Mr. Ellin’s salary to be paid at a future date in shares of our common stock or our restricted stock units that shall be issued and vest in accordance with the terms as determined by our board of directors or Compensation Committee. As of March 31, 2024, our board of directors or Compensation Committee has not yet determined the number of shares of our common stock or our restricted stock units that should be issued to Mr. Ellin as such equity compensation. (3) Represents the aggregate grant date fair value of restricted units of our Company granted to the respective Named Executive Officer computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the amounts are discussed in Note 2 — Summary of Significant Accounting Policies — “Stock-Based Compensation” of our financial statements for the fiscal year ended March 31, 2024 included in our 2024 Annual Report on Form 10-K. Does not include restricted stock units of PodcastOne or Slacker granted to Mr. Sullivan pursuant to his employment agreement. (4) The amount for 2024 represents personal benefits consisting of (i) car lease payments of $28,945, (ii) health, dental and vision insurance in the amount of $17,967, and (iii) life, accidental death and dismemberment insurance in the amount of $120, paid by us on Mr. Ellin’s behalf. The amount for 2023 represents personal benefits consisting of (i) car lease payments of $35,544, (ii) health, dental and vision insurance in the amount of $16,648, and (iii) life, accidental death and dismemberment insurance in the amount of $168, paid by us on Mr. Ellin’s behalf. (5) Mr. Sullivan was appointed as our Chief Financial Officer effective as of January 24, 2024 and prior to that served as our Interim Chief Financial Officer since December 31, 2021. (6) The amount for 2024 represents personal benefits consisting of (i) health, dental and vision insurance in the amount of $9,805, (ii) life, accidental death and dismemberment insurance in the amount of $120, and (iii) 401k match in the amount of $6,562, paid by us on Mr. Sullivan’s behalf. The amount for 2023 represents personal benefits consisting of (i) health, dental and vision insurance in the amount of $16,648, (ii) life, accidental death and dismemberment insurance in the amount of $168, and (iii) 401k match in the amount of $5,000, paid by us on Mr. Sullivan’s behalf.

  13. 2024 Outstanding Equity Awards at Fiscal Year Ended

    2024 Outstanding Equity Awards at Fiscal Year Ended The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended March 31, 2024 to our Named Executive Officers. Except as set forth below, all of the outstanding equity awards granted to our Named Executive Officers were fully vested as of March 31, 2024.

  14. 2024 Outstanding Equity Awards at Fiscal Year Ended

    | | Option awards | | | | Stock awards | | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(6) | | Robert Ellin | 666,666(1) | — | — | 4.00 | 9/7/2027 | — | — | — | — | | | — | — | — | — | — | — | — | 88,660(2) | 172,887 | | Aaron Sullivan | — | — | — | — | — | — | — | 350,000(3) | 682,500 | | | | | | | | | | 100,000(4)(5) | 195,000 |

  15. 2024 Outstanding Equity Awards at Fiscal Year Ended

    ____________ (1) Represents 666,666 stock options granted on September 7, 2017, which have fully vested and are fully exercisable as of the date of this Proxy Statement. (2) Represents restricted stock units, with each vested restricted stock unit to be settled by issuance to Mr. Ellin of one share of our common stock, which shall one-time cliff vest on September 20, 2025. (3) Represents restricted stock units of LiveOne, with each vested restricted stock unit to be settled by issuance to Mr. Sullivan of one share of our common stock, which restricted stock units shall vest as follows: (i) 50% of such restricted stock units shall vest on October 1, 2024 (the “Initial Vesting Date”), and the remaining 50% of such restricted stock units shall vest in four equal increments of one-fourth each on each of the first four quarterly anniversaries of the Initial Vesting Date with the last fourth vesting date being October 1, 2025, in each case subject to Mr. Sullivan’s continued employment by our Company on each applicable vesting date (except as provided herein). In the event of a Company Change of Control (as defined in Mr. Sullivan’s employment agreement), 100% of any then unvested restricted stock units of our Company shall vest in full effective immediately prior to such event. (4) Represents restricted stock units of Slacker, Inc., our wholly owned subsidiary (“Slacker”), with each vested restricted stock unit to be settled by issuance to Mr. Sullivan of one share of Slacker’s common stock, which restricted stock units shall vest as follows: (i) 50% of such restricted stock units shall vest on the Initial Vesting Date, and the remaining 50% of such restricted stock units shall vest in four equal increments of one-fourth each on each of the first four quarterly anniversaries of the Initial Vesting Date with the last fourth vesting date being October 1, 2025, in each case subject to Mr. Sullivan’s continued employment by our Company on each applicable vesting date (except as provided herein). In the event of a Slacker Change of Control (as defined in Mr. Sullivan’s employment agreement), 100% of any then unvested restricted stock units of Slacker shall vest in full effective immediately prior to such event. If at the time of the applicable settlement date, Slacker has not completed the Going Public Transaction (as defined in Mr. Sullivan’s employment agreement), we agreed to issue to Mr. Sullivan, in lieu of Slacker’s common stock that would be issued upon the settlement of any restricted stock units of Slacker that would vest on such settlement date, such number of additional Company restricted stock units (the “Additional LiveOne RSUs”) for each vested restricted stock unit of Slacker as would equal to (x) the number of restricted stock units of Slacker being settled as of such settlement date, (y) divided by 100,000, (z) multiplied by $400,000, with the exact number of vested Additional LiveOne RSUs to be issued to Mr. Sullivan to be calculated based on the VWAP (as defined in Mr. Sullivan’s employment agreement). After any settlement of any vested Slacker RSUs, the remaining unvested Slacker RSUs shall be settled in shares of Slacker’s common stock or our common stock, subject to the terms of in Mr. Sullivan’s employment agreement. (5) Does not include 100,000 restricted stock units of PodcastOne granted to Mr. Sullivan pursuant to his new employment agreement with our Company, which shall vest on the same schedule as set forth in footnote #3 above (except as provided herein). In the event of a PodcastOne Change of Control (as defined in Mr. Sullivan’s employment agreement), 100% of any then unvested restricted stock units of PodcastOne shall vest in full effective immediately prior to such event. (6) The market value of unearned restricted stock units is based on the price of $1.95, the closing price of our common stock on March 28, 2024 (the last trading day of our 2024 fiscal year, as required under the applicable rules).

  16. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  17. Summary Compensation Table Versus Compensation Actually Paid

    Summary Compensation Table Versus Compensation Actually Paid The 2024 Summary Compensation Table (“SCT”) set forth above discloses a mix of compensation earned during the year, e.g., base salary and annual cash incentive, and the full grant date fair value of equity awards granted during the year. The new CAP definition of pay adjusts compensation reported for a particular year to reflect an annualized value of compensation by removing the values mandated by the SCT for equity awards granted during the year and instead including the value of equity awards vesting during the year and the potential change in value of unvested equity awards granted in prior years. It is important to note that the executive did not actually earn or receive the amount defined as CAP in the applicable year.

  18. Pay Versus Performance Table

    Pay Versus Performance Table The following table summarizes the SCT compensation and CAP for our principal executive officer (“PEO”) and the average for our non-PEO Named Executive Officers (“NEOs”) for our 2024 and 2023 fiscal years. In accordance with the PVP rules, the table also includes certain prescribed performance related measures.

  19. Pay Versus Performance Table

    | Fiscal Year | Summary Compensation Table Total Compensation for PEO(3) ($) | Average Summary Compensation Table Total Compensation for Non-PEO NEOs(3) ($) | Compensation Actually Paid to PEO(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | GAAP Net Loss (in thousands) ($) | | 2024(1) | 547,032 | 809,237 | 547,032 | 262,500 | 44.93 | (11,966) | | 2023(2) | 552,360 | 247,314 | 182,680 | 230,395 | 26.57 | (10,019) |

  20. Pay Versus Performance Table

    ____________ (1) For the 2024 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our Chief Financial Officer. We do not have any other NEOs. (2) For the 2023 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our Chief Financial Officer and Dermot McCormack, our former President. (3) Amounts in this column represent the “Total” column set forth in the 2024 Summary Compensation Table on page 29. See the footnotes to the 2024 Summary Compensation Table for further detail regarding the amounts in these columns. (4) The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the 2024 Summary Compensation Table (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP): The following table provides additional information on how CAP for each reporting year was determined, starting with SCT compensation, and applying each of the required adjustments, as applicable, in accordance with the PVP rules.

  21. Pay Versus Performance Table

    | Fiscal Year | Summary Compensation Table Total Compensation ($) | Value of Equity Awards Deducted from SCT ($) | Fair Value of Equity Awards Compensation Granted in Current Year ($)(1) | Year-Over-Year Change in Fair Value of Unvested Equity Awards ($)(2) | Year-Over-Year Change in Fair Value of Equity Awards that Vested During the Year ($)(3) | Compensation Actually Paid ($) | | PEO | | | | | | | | 2024 | 547,032 | — | — | — | — | 547,032 | | 2023 | 552,360 | — | — | — | — | 552,360 | | Average Non-PEO NEOs | | | | | | | | 2024 | 809,237 | 530,250 | 152,250 | 0 | 6,999 | 438,236 | | 2023 | 285,654 | 33,838 | 85,500 | 3,191 | 4,666 | 230,395 |

  22. Pay Versus Performance Table

    ____________ (1) These amounts represent the fair value as of the indicated fiscal year-end of the outstanding and unvested equity awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes. The fair value differs from the value in the SCT because for purposes of CAP the fair value for equity awards granted in the current year is determined as of the last day of the applicable year. Fair values in the SCT are determined as of the grant date. (2) These amounts represent the change in fair value during the indicated fiscal year of each equity award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (3) These amounts represent the change in fair value, measured from the prior fiscal year-end to the vesting date, of each equity award that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.

  23. Analysis of Information Presented in the Pay versus Performance Table

    Analysis of Information Presented in the Pay versus Performance Table Our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the PVP table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with CAP (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following narrative disclosure regarding the relationships between information presented in the PVP table. Relationship between CAP and TSR During the 2024 and 2023 fiscal years, compensation actually paid to our PEO decreased from $552,360 in fiscal 2023 to $547,032 in fiscal 2024. Average compensation actually paid to our Non-PEO NEOs increased from $230,395 in fiscal 2023 to $438,236 in fiscal 2024. Over the same period, the value of an investment of $100 in our common stock on the last trading day of 2022 increased by $0.32 to $1.14 during fiscal 2023, and increased by $18.36 to $44.93 during fiscal 2024, for a total increase over fiscal 2023 and 2024 of $18.36. Relationship between CAP and Net Loss (GAAP ) During the 2024 and 2023 fiscal years, compensation actually paid to our PEO decreased from $552,360 in fiscal 2023 to $547,032 in fiscal 2024. Average compensation actually paid to our Non-PEO NEOs increased from $230,395 in fiscal 2023 to $438,236 in fiscal 2024. Over the same period, our net loss decreased by $33,983,000 during fiscal 2023, from a net loss in fiscal 2022 of $43,912,000 to a net loss in fiscal 2023 of $10,019,000, and increased by $1,947,000 during fiscal 2024, from a net loss in fiscal 2023 of $10,019,000 to a net loss in fiscal 2024 of $11,966,000.